false
0001527728
0001527728
2025-10-27
2025-10-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the
Securities ExchangeAct of 1934
Date of Report (Date of earliest event
reported): October 27, 2025
LUNAI
BIOWORKS, INC.
(Exact name of
registrant as specified in its charter)
| Delaware |
|
001-38751 |
|
45-2259340 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2080
Century Park East, Suite 906
Los Angeles, CA 90067
(Address of principal executive
offices)
+1 (305) 918-1980
(Registrant’s
telephone number, including area code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of theAct:
| Title
of Each Class |
|
Trading
Symbol |
|
Name of
Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share |
|
LNAI |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging
growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities ExchangeAct of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected
not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the ExchangeAct. ☐
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 27, 2025, Lunai Bioworks (the “Company”)
received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company is not in compliance with the $35 million minimum Market Value of Listed Securities (“MVLS”)
requirement set forth in Nasdaq Listing Rule 5550(b)(2) for Capital Market.
The Notice stated that the Company’s MVLS had
been below $35 million for the previous 30 consecutive business days, and that, in accordance with Nasdaq rules, the Company has a period
of 180 calendar days, or until April 27, 2026 to regain compliance.
To regain compliance, the Company’s MVLS must
close at $35 million or more for a minimum of 10 consecutive business days during the compliance period, at which time Nasdaq
will provide written confirmation that the deficiency has been cured and the matter is closed.
The Notice is not expected to have any immediate
effect on the listing or trading of the Company’s common stock, which will continue to trade on the Nasdaq Capital Market under
the symbol “LNAI.”
If the Company does not regain compliance by the end
of the compliance period, Nasdaq will notify the Company that its securities are subject to delisting. At that time, the Company may appeal
the determination to a Nasdaq Hearings Panel, which would stay the delisting pending a decision by the Panel.
The Company intends to monitor its MVLS and may consider
available options, including potential corporate actions, to regain compliance within the prescribed compliance period.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that involve risks and uncertainties, including statements regarding the Company’s intent or ability to regain compliance
with Nasdaq’s continued listing requirements. Actual results may differ materially from those expressed or implied in such statements.
Additional information regarding risk factors that could affect the Company’s results is described in the Company’s filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required
by law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
LUNAI BIOWORKS, INC. |
| |
|
| |
By: |
/s/ David Weinstein |
| |
Name: David Weinstein |
| |
Title: Chief Executive Officer |
| |
|
| Date: October 30, 2025 |
|
